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Business Description

The franchisor is Good Feet Worldwide, LLC (“we,” “our,” and “us”), a. Delaware Limited Liability Company formed on December 20, 2004 to be the franchisor of all Good Feet Stores beginning in January 2005. “You” means the person to whom we grant a franchise. If you are a corporation, limited liability Company, or other entity, your owners must sign our “Guaranty and Assumption of Obligations,” meaning that all of our Franchise Agreement's provisions (Exhibit B) also will apply to your owners. We do business under our corporate name and the trademarks described in Item 13, including “The Good Feet Store®,” “Good Feet Your Arch Support Store®,” and “Good Feet®” (the “Marks”), and no other name. Our current principal business address is 5923 Farnsworth Ct., Carlsbad, California 92008. Except as provided below, we have no parent companies, predecessors, or affiliates disclosable in this Item. If we have an agent in your state for service of process, we disclose that agent in Exhibit A.

Prior Experience

We began offering franchises for Good Feet Stores in February 2005. We never have operated a Good Feet Store, have no other business activities, and have not offered franchises in any other line of business. (However, we did offer a “mobile” Good Feet franchise from approximately May 2014 until December 31, 2015, under which Products were sold from a branded Good Feet® van. We granted 1 “mobile” franchise during this timeframe but no longer offer such franchises. That mobile franchise is no longer in operation.) DOI granted Good Feet Product dealerships to third parties from 1998 until March 2003. DOI no longer grants Good Feet Product dealerships and has not offered dealerships or franchises in any other business. All former operating dealerships converted to the franchise program. DOI has operated one or more Good Feet Stores over the years since February 2003.

Business Offered

You must comply with laws that apply generally to all businesses. You also must be aware that the Products are not intended as medical devices and do not comply with laws and regulations regarding the offer or sale of medical devices. You may not hold out the Products to be medical devices and therefore may not: • Sell the Products as or for treatment of medical conditions or with any purported or actual medical diagnosis or prescription; • Engage in diagnosis, prescription, or treatment of any medical condition in operating your Store; • Represent or sell any Product as a medical device; • Make any representation that the Products are a medical device or a treatment for any medical condition; or Sell any Product, or permit any agent or employee of yours to sell any Product, to any individual with diabetes, with arthritis, under a doctor's care, under the age of 6, with broken bones, with a skin disorder, or who has had surgery within the past 6 months, unless you are authorized in writing by a physician. You must conduct regular training and communication to ensure that no employee or other agent of yours violates these laws and regulations

Initial Fees

Good Feet Store. You must pay us an initial franchise fee in a lump sum when you sign the Franchise Agreement for your Good Feet Store. Our standard initial franchise fee currently is $25,000. The initial franchise fee is not refundable. Franchisees signing franchise agreements during 2018 paid no initial franchise fees because the initial franchise fees under those agreements were waived under an incentive program made available to existing franchisees. Development Rights Rider. If you sign our Development Rights Rider to the Franchise Agreement, we currently charge a development fee that you must pay in full when you sign the Development Rights Rider. The development fee equals the sum ofthe $25,000 initial franchise fee for the first Store, and the $10,000 initial franchise fee for each additional Store, to be developed. We and you will determine the number of Stores you must develop, and the dates by which you must develop them, before signing fhe Development Rights Rider. [The Development Rights Rider will be signed for areas not already covered by existing Good Feet Store franchise agreements.] If you do not comply with your development schedule for any reason, we may terminate the Development Rights Rider, in which case we will refund only a portion ofthe development fee. We will refund 50% ofthe portion ofthe development fee relating to the second and each subsequent Store you agreed, to develop. So, if you sign the Franchise Agreement and the Development Rights Rider, pay the initial franchise fee for the first Store to be developed plus $10,000 for each subsequent Store to be developed, and then cannot find sites for Good Feet® Stores or choose not to move forward with the deal (resulting in the Development Rights Rider's termination), we will keep the entire initial franchise fee plus 50% of the balance of the development fee. Despite the franchise fee structure described above, we have implemented a Franchise Incentive Plan for all qualified existing franchisees in substantial compliance with their franchise agreements. Under the Plan, if an existing franchisee wants store development rights in a new territory, we will not charge that franchisee any development or initial franchise fees for the new Stores to be developed. We may end the Franchise Incentive Plan whenever we think best. Before your Store opens for business you must buy from us or an approved vendor the Store decor package (including specific graphic displays, furniture, fixtures, wall murals and displays, floor fixtures, seating, sales carts, and transaction counter) and must buy from DOI or an approved supplier an adequate opening inventory of certain Products. The cost ofthese items purchased from us and our affiliates will range from approximately $72,745 to $97,745 depending on your Store's size. These costs are not refundable. If you are currently renewing your franchise for a Good Feet Store, you must make certain upgrades, modifications, and improvements at your Store's location to meet our current standards. You must buy our currently-required Information System and Store Decor Package (if not already purchased and installed at your Store) for which we might be the designated supplier or simply an approved supplier. If bought from us and our affiliates, their cost ranges from $6,700 to $12,430 for the Information System and $35,000 to $60,000 for the Store Decor Package. These costs are not refundable. We do not charge an initial training fee for the first 2 people (meaning, you or one of your owners and one additional person) to attend our 7-day initial brand standard training program. We charge a $750 initial training fee for each additional attendee (after the first 2 people). This fee is not refundable. We are a member ofthe International Franchise Association and participate in the IFA's VetFran Program. We provide a 25% discount on initial franchise fees and initial Product orders to veterans of U.S. Armed Forces who otherwise meet the Program's requirements. To qualify for the discount, the veteran must own at least 51% ofthe franchise. “Veteran” means a person who receives an honorable discharge, as evidenced by a U.S. Department of Defense Form 214 (DD-214).^___________________________________________ ____________________ We currently intend to pay a one-time referral incentive of $10,000 to each existing franchisee (no matter the market) who refers to us a new prospective franchisee (not already in the system) who ultimately signs a Franchise Agreement with us, pays the initial franchise fee in full, and opens a new Good Feet Store for business (the “Referral Rewards Program”). To be eligible, you must send us a referral brochure identifying your Store number. The Referral Rewards Program is available to all existing franchisees in substantial compliance with their franchise agreements. Only one referral incentive fee will be paid per new franchisee, regardless of the number of new Good Feet Stores opened by that new franchisee. We may end the Referral Rewards Program whenever we think best.

Financing

We do not offer direct or indirect financing. We do not, guarantee your note, lease, or obligation.

Franchisee Revenue and Profit

The FTC's, Franchise. Rule. Permits a Franchisor to provide information about the, actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances. System wide Gross Sales Information for Good Feet Stores. Gross Sales Information for Certain Franchised Good Feet Stores, and Gross Sales and Other Operating Information for Affiliate Owned Good Feet Stores This financial performance representation contains (1) actual 2018 average, median, and low/high annual gross sales information for certain Good Feet Stores (both franchised and affiliate-owned) (Section I), and (2) information regarding the actual gross sales and certain other operating results of 7 affiliate-owned and operated Good Feet Stores (Section II).